EXHIBIT D
FORM OF REGISTRATION AGREEMENT
REGISTRATION AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of
September 19, 1997, between BCAM INTERNATIONAL, INC., a New York corporation
(the "Company"), and the parties signatory hereto (the "Purchasers").
WHEREAS, concurrently herewith the Company and the Purchasers are
entering into that certain Note Purchase Agreement (the "Note Purchase
Agreement"), pursuant to which the Purchasers are purchasing $_______ of the
Company's 10%/13% convertible notes; and
WHEREAS, to induce the Purchasers to enter into the Note Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement.
NOW, THEREFORE, in consideration of the premises, and subject to the
terms and conditions hereof, the parties hereby agree as follows:
1. DEFINITIONS
Unless the context otherwise requires, (i) the following terms shall
have the following meanings when used in this Agreement, (ii) any capitalized
terms used in this Agreement and not defined in this Article 1 but which is
defined in the Note Purchase Agreement shall have the meaning set forth therein,
(iii) terms stated in the singular shall include the plural and vice versa, (iv)
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter, and (v) all section, article and exhibit
references in this Agreement, unless otherwise stated, are to the respective
section of, or exhibit to this Agreement.
1.1. "Business Day" means any day other than a day on which
commercial banks are permitted or required to close for business in New York,
New York.
1.2. "Commission" means the Securities & Exchange Commission and any
successor agency thereto.
1.3. "Common Stock" means the Company's Common Stock, par value $.01
per share.
1.4. "Equity Securities" means the Company's Common Stock and any
options, rights or warrants to subscribe for shares of Common Stock, and any
securities convertible into or exchangeable for shares of Common Stock.
1.5. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.6. "Holder" means any Person who owns at least $50,000 principal
amount of the Notes or owns at least that number of shares of Common Stock
received upon the
conversion of $50,000 principal amount of the Notes where such shares were
received upon conversion of the Notes.
1.7. "NASD" means the National Association of Securities Dealers,
Inc.
1.8. "Other Holder" means a Person who has the right to require the
Company to effect registration of Equity Securities under the Securities Act
pursuant a written agreement in effect as of the date hereof.
1.9. "Person" means an individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.
1.10. "Registrable Securities' means, collectively, the shares of
Common Stock issuable upon (a) conversion of the Notes, and (b) the exercise of
the Warrants.
1.11. "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with this Agreement, including, without
limitation, (a) all registration and filing fees, (b) fees and expenses
associated with filings required to be made with the NASD, (c) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters or selling Holders in connection
with blue sky qualifications of the Equity Securities and determination of their
eligibility for investment under the laws of such jurisdictions designated by
the managing underwriter or underwriters, if any), (d) printing expenses
(including expenses of printing certificates for the Equity Securities in a form
eligible for deposit with Depository Trust Company and of printing
prospectuses), (e) messenger, telephone and delivery expenses, (f) fees and
expenses of the Company's accountants, (g) fees and disbursements of counsel for
the Company and for the selling Holders (subject to the provisions of Section
5.1 hereof), and (h) out-of-pocket fees and expenses of underwriters (excluding
discounts, commissions or fees of underwriters relating to the distribution of
Equity Securities of the selling Holders).
1.12. "SEC" means the Securities and Exchange Commission.
1.13. "Securities Act" means the Securities Act of 1933, as amended.
1.14. "Underwritten Offering" means a registration in which Equity
Securities of the Company are sold to an underwriter for reoffering to the
public.
2. DEMAND AND INCIDENTAL REGISTRATION RIGHTS
2.1. Registration on Request. (a) At any time after the date hereof
(the "Registration Date"), upon the written request of any Holder or Holders
holding an aggregate of at least 500,000 shares of Common Stock or 200,000
Warrants (500,000 shares of Common Stock or 200,000 Warrants being hereinafter
referred to as "Minimum Securities"), that the Company effect the registration
under the Securities Act of all or part of the Registrable Securities held by
such Holder or Holders, and specifying the intended method or methods of
disposition of such Registrable Securities, the Company will promptly give
written notice of such requested registration by registered mail to all Holders;
provided, however, that the number of
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Minimum Securities shall be increased or decreased, proportionately, if the
Company shall (x) subdivide the number of outstanding shares of Common Stock or
Warrants into a greater number of shares or warrants, or (y) if the Company
shall reduce the number of outstanding shares of Common Stock or Warrants by
combining such number into a small number of shares or warrants. Thereupon, the
Company will use its best efforts to effect (at the earliest possible date and
if possible within 60 days after the giving of such written notice by the
Company) the registration, under the Securities Act, of:
(i) the Registrable Securities which the Company has been so
requested to register by such Holder or Holders, for disposition in
accordance with the intended method of disposition stated in such
request, and
(ii) all other Registrable Securities which the Company has
been requested to register by a Holder or Holders by written request
delivered to the Company within 30 days after the giving of such
written notice by the Company (which request shall specify the
intended method of disposition of such Registrable Securities), all
to the extent required to permit the disposition in accordance with
the intended methods thereof as aforesaid of the Common stock so to
be registered, provided, however, that the Company shall not be
required under this Section 2.1 to effect an Underwritten Offering.
(b) The Company will pay all Registration Expenses in connection
with all demand registrations of Registrable Securities effected by the Company
pursuant to this Section 2.1.
2.2. Incidental Registration. (a) If the Company at any time
proposes to register any of its Equity Securities under the Securities Act,
whether for sale for its own account or otherwise, on a form and in a manner
which would permit registration of Common Stock for sale to the public under the
Securities Act, it will at such time give prompt written notice to all Holders
of its intention to do so, describing such Equity Securities and specifying the
form and manner and the other relevant facts involved in such proposed
registration, and upon the written request of any Holders delivered to the
Company within thirty (30) days after the giving of any such notice (which
request shall specify the Common Stock intended to be disposed of by such
Holders and the intended method of disposition thereof), the Company will use
its best efforts to effect the registration under the Securities Act of all
Common Stock which the Company has been so requested to register by Holders, to
the extent required to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Common Stock so to be registered; provided,
however, that:
(i) if, at any time after giving such written notice of its
intention to register any of its Equity Securities and prior to the
effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason
not to register such Equity Securities, at its sole election, the
Company may give written notice of such determination to each Holder
and thereupon shall be relieved of its obligation to register any
Common Stock in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith
as provided in paragraph (c) of this
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Section 2.2), without prejudice, however, to the rights of any one
or more Holders to request that such registration be effected as a
registration under Section 2.1;
(ii) if (A) the registration so proposed by the Company
involves an Underwritten Offering of the Equity Securities so being
registered, whether for sale for the account of the Company or
otherwise, and (B) the managing underwriter of such Underwritten
Offering shall advise the Company in writing that, in its opinion,
the distribution of all or a specified portion of such Holders'
Common Stock by such underwriters will materially and adversely
affect the distribution of such Equity Securities by such
underwriters (which opinion shall state the reasons therefor), then
the Company will promptly furnish each such Holder with a copy of
such opinion and shall include Equity Securities in such
registration to the extent of the number which the Company is so
advised can be sold in such offering, determined as follows: (1) if
such registration as proposed by the Company is in response to a
request from a Holder as provided in Section 2.1, (x) first, the
Equity Securities proposed to be sold in such registration by
Holders making such request under Section 2.1, and (y) second, the
Equity Securities requested to be included in such registration by
Other Holders and the Company (allocated among such Other Holders
and the Company as they may agree); (2) if such registration as
proposed by the Company is solely a primary registration of its
Equity Securities, (x) first, the securities the Company proposes to
sell, and (y) second, Equity Securities requested to be included in
such registration, pro rata among the Holders and the Other Holders
requesting such registration; and (3) if such registration was
requested by Other Holders, (x) first, the Equity Securities held by
the Other Holders initiating such registration, allocated among the
Other Holders, on such basis as shall have been agreed upon by such
Other Holders, (y) second, Equity Securities requested to be
included in such registration by Holders pursuant to Section 2.2,
and (z) third Equity Securities proposed to be included by the
Company;
(iii) the Company shall not be obligated to effect any
registration of Common Stock under this Section 2.2 incidental to
the registration of any of its Equity Securities in connection with
mergers, acquisitions, exchange offers, dividend reinvestment plans,
employee stock ownership plans or stock option plans, thrift plans,
pension plans or other employee benefit plans.
(b) No registration of Common Stock effected under this Section 2.2
shall relieve the Company of its obligation to effect registrations of Common
Stock pursuant to Section 2.1.
(c) The Company will pay all Registration Expenses in connection
with each registration of Common Stock requested pursuant to this Section 2.2.
3. HOLD-BACK AGREEMENTS
3.1. Restrictions on Public Sale by Holders of Securities.
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(a) Each Holder agrees, if requested by the Company and the managing
underwriter or underwriters of an Underwritten Offering, not to effect any
public sale or distribution of any Registrable Securities of the Company without
the prior written consent of the Company, including a sale pursuant to Rule 144
or Rule 144A under the Securities Act, during the 10-day period prior to, and
during the 90 day period (the "Standstill Period") beginning on the
effectiveness of the Registration Statement relating to such Underwritten
Offering, in each case to the extent timely notified in writing by the Company
or by the managing underwriter or underwriters; provided, however, that the
restriction contained herein shall apply only to an Underwritten Offering of the
Company to become effective after the date hereof (1) which includes securities
to be sold on the Company's behalf to the public in an Underwritten Offering and
(2) with respect to which the Company has complied with its obligations under
Section 2.2 hereof. The Company may impose stop-transfer instructions with
respect to Equity Securities subject to the restrictions provided for in this
Section 3.1 until the end of the Standstill Period,
(b) If the distribution restrictions described in Section 3.1(a) are
in effect, the Company agrees not to effect any public sale or distribution of
its Equity Securities during the one hundred eighty (180) day period following
the effective date of a registration statement covering any Registrable
Securities, except as part of such registration and except pursuant to a
registration on Form S-8 or any successor or similar form thereto.
4. REGISTRATION PROCEDURES
4.1 Filing of Registration Statement. If and whenever the Company is
required to effect the registration of any Registrable Securities under the
Securities Act as provided in Section 2.1 or use its reasonable best efforts to
effect any such registration under Section 2.2., as expeditiously as possible
the Company will:
(a) prepare and (in any event within 60 days after the end of the
period within which requests for registration may be delivered to the Company)
file with the SEC a registration statement on the appropriate form with respect
to such Registrable Securities and use reasonable efforts to cause such
registration statement to become effective;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement until all such
shares of Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement;
(c) furnish to each seller of Registrable Securities such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of copies
of the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, such documents incorporated by reference in
such registration statement or prospectus, and such other documents, as such
seller may reasonably request;
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(d) use reasonable efforts to register or qualify all Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as each seller shall reasonably request, and
to any and all other acts and things which may be necessary or advisable to
enable such seller to consummate the disposition in such jurisdiction of its
shares of Registrable Securities covered by such registration statement, except
that the Company shall not for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction wherein it is not so
qualified, or to subject itself to taxation in any such jurisdiction;
(e) furnish to each Holder selling Registrable Securities a signed
counterpart, addressed to such Holder, of (i) an opinion of counsel for the
Company in the form accompanying the registration statement and in the form
delivered to underwriters, if any, dated the effective date of such registration
statement (or if such registration includes an Underwritten Offering, dated the
date of the closing under the underwriting agreement), and (ii) a "cold comfort"
letter signed by the independent public accountants who have certified the
Company's financial statements included in such registration statement; in each
case covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in Underwritten Offerings
of securities and, in the case of the accountants' letter, such other financial
matters as such sellers may reasonably request;
(f) immediately notify each Holder selling Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event of which it becomes aware as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, and at the request of any such Holder
prepare and furnish to such Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and
(g) otherwise use reasonable efforts to comply with all applicable
rules and regulations of the SEC, and make available to its Registrable
Securities holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12) months, but not more than eighteen
(18) months, beginning with the first month of the first fiscal quarter after
the effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act.
4.2. Underwriting Agreement. If requested by the underwriters for
any Underwritten Offering of Registrable Securities on behalf of a Holder or
pursuant to a registration requested under Section 2.1, the Company will enter
into an underwriting agreement with such underwriters for such offering, such
agreement to contain such representations and warranties by the Company and such
other terms and provisions as are customarily contained in underwriting
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agreements with respect to secondary distributions, including, without
limitation, indemnities to the effect and to the extent provided in Section 6.
The Holder or Holders on whose behalf Registrable Securities are to be
distributed by underwriters pursuant to Section 2.1 or 2.2 shall be parties to
any related underwriting agreement and shall provide customary representations,
warranties and other agreements; the representations and warranties made by, and
the other agreements made or opinions given on the part of or on behalf of, the
Company to and for the benefit of such underwriters, also shall be made to and
for the benefit of such Holder.
4.3. Selection of Underwriter. Whenever a registration requested
pursuant to Section 2.1 is for an Underwritten Offering, the Holders holding a
majority of the Registrable Securities included in such registration shall have
the right to select the managing underwriter to administer the offering.
4.4. Postponement of Registration. In the event of any registration
of any Registrable Securities under the Securities Act pursuant to Section 2.1,
the Company shall have the right to postpone or delay such registration if the
Company reasonably believes that such registration at such time would have a
material adverse effect on the operations or financial conditions of the
Company; provided, however, that the Company may exercise its rights under this
Section 4.4 only one time in any 12-month period. The Company shall immediately
give notice of such delay or postponement to each Holder proposing to sell
Registrable Securities in such underwritten offering, explaining the reasons for
each such postponement or delay. In the event the Company has not filed a
registration statement within three months of a notice of delay or postponement,
the Holders shall be entitled again to demand such registration (in accordance
with the requirements of Section 2.1) without any further delay or postponement
and without prejudice to any other rights accorded such Holders in this
Agreement. In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, the
Company will give the Holders on whose behalf Registrable Securities are to be
so registered and their underwriters, if any, and their respective counsel and
accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the SEC,
and each amendment thereof or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
opinion of such Holders and such underwriter or their respective counsel, to
conduct a reasonable investigation within the meaning of the Securities Act.
4.5. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of Registrable Securities subject to this Agreement to the
public without registration, the Company agrees to:
(a) use its best efforts to make and keep public information
available, as those terms are understood and defined in Rule 144 at all times
after the date of this Agreement;
(b) use its best efforts to then file with the Commission in a
timely manner all reports and other documents required of the Company under the
Exchange Act for so long as it is subject to such reporting requirements; and
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(c) so long as a Holder owns any Registrable Securities, to furnish
to such Holder forthwith upon request a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents of the Company as a Holder
may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any Registrable Securities without
registration.
4.6. No Conflicting Agreements. The Company represents and warrants
to each Holder that it is not a party to any agreement that conflicts in any
manner with such Holder's rights to cause the Company to register Registrable
Securities pursuant to this Section 4.6.
5. REGISTRATION EXPENSES
5.1. Payment of Registration Expenses. All Registration Expenses
will be borne by the Company, regardless of whether the Registration Statement
becomes effective. In connection with the registration statements to be filed
pursuant to Sections 2.1 and 2.2 hereunder, the Company will reimburse the
selling Holders of shares of Common Stock being registered in such registration
for the reasonable fees and disbursements of one counsel chosen by the Holders
of a majority of Registrable Securities participating in the offering.
6. INDEMNIFICATION
6.1. Indemnification by Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder, its
officers, directors and employees and each Person who controls such Holder
(within the meaning of the Securities Act) or acts on behalf of such Holder
against all losses, claims, damages, liabilities and reasonable expenses caused
by any untrue or alleged untrue statement of a material fact contained in any
registration statement, prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
in which they were made, not misleading, except insofar as the same are caused
by or contained in any information furnished in writing to the Company by such
Holder expressly for use therein; provided, however, that (i) the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in the final
prospectus, if such untrue statement or allege untrue statement, omission or
alleged omission is corrected in an amendment or supplement to the final
prospectus and the Holder thereafter fails to deliver such prospectus as so
amended or supplemented prior to or concurrently with the sale of the Common
Stock to the Person asserting such loss, claim, damage, liability or expense
after the Company and furnished such Holder with a copy of such amended or
supplemented prospectus; and (ii) the Company shall not be liable if any Person
uses a prospectus (or an amendment or supplement thereto) following the giving
of notice by the Company pursuant to Section 4.1(d)). The Company will also
indemnify the underwrites participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders, if so requested.
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6.2. Indemnification by Holders. In connection with each
registration hereunder, each Holder participating in the offering will furnish
to the Company in writing such information as the Company reasonably requests
for use in connection with any registration statement or prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, the
Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any loses, claims, damages,
liabilities and expenses resulting form any untrue statement of a material fact
or any omission of a material fact required to be stated in the registration
statement or prospectus or preliminary prospectus or necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by
such Holder to the Company specifically for inclusion in such registration
statement or prospectus. The indemnification provided by any Holder pursuant to
this Section 6.2 shall be limited to the total proceeds received by such Holder
from such offering. The Company shall be entitled to receive indemnities from
the underwriters participating in the distribution, to the same extent as
provided above with respect to information so furnished in writing by such
persons specifically for inclusion in any prospectus or registration statement.
6.3. Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (a) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (b) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however,
that any Person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such Person unless
(i) the indemnifying party has agreed in writing to pay such fees or expenses,
or (ii) the indemnifying party shall have failed to assume the defense of such
claim and employ counsel reasonably satisfactory to such Person. Whether or not
such defense is assumed by the indemnifying party, the indemnifying party will
not be subject to any liability for any settlement made without its consent (but
if such settlement only involves the payment of money, such consent will not be
unreasonably withheld). No indemnifying party will be required to consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party and indemnifying party of a release form all liability in
respect to such claim or litigation. An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim.
6.4. Contribution. If for any reason the indemnification provided
for in Sections 6.1 and 6.2 is unavailable to an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the indemnified party and the indemnifying party, but also the relative fault
of the indemnified party and the indemnifying party, as well as any other
relevant equitable considerations, including the amount of the proceeds received
by the Company or any Holder, as the case may be. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
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7. MISCELLANEOUS
7.1. Amendments and Waiver. The Provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures form the provisions hereof
may not be given unless the Company has obtained the prior written consent of
the Holders of a majority of all Notes.
7.2. Notices. All notices and other communications provided for or
permitted hereunder shall be delivered (a) in person with receipt acknowledged,
(b) by a nationally registered overnight delivery service, (c) by registered or
certified mail, return receipt requested, postage prepaid, or (d) by telecopy
and confirmed by telecopy answerback addressed as follows:
If to any Purchaser, at its address listed
on the signature pages hereof:
If to the Company, at:
BCAM International, Inc.
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▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as may be substituted by notice given as herein
provided. Every notice, hereunder shall be deemed to have been duly given or
served on the date on which personally delivered, with receipt acknowledged,
telecopied and confirmed by telecopy answerback or five Business Days after the
same shall have been deposited in the United States mail. Failure or delay in
delivering copies of any notice, demand, request, consent, approval, declaration
or other communication to the persons designated above to receive copies shall
in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.
7.3. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties. Any Person who acquires at least $250,000 principal amount of the Notes
may become a party to this Agreement by executing and delivering a supplemental
agreement agreeing to be bound by all of the terms and conditions hereof.
7.4. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts (including by
the execution of a letter of transmittal expressly referring to this Agreement),
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
7.5. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
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7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PROVISION.
7.7. Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There is no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Common Stock. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
7.8. Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedy.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date written above.
BCAM INTERNATIONAL, INC.
By:
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